Balance
by SeBea
Summary: Charged with a mission given to him directly from the Chairman, Backstabber L-500 ("Blade") must face his most difficult challenge yet. Meanwhile, Duchess Tinkersprinkles, avid toon researcher, yearns to learn more about Cogs, their mysteries, and their motives. When their worlds and goals collide, how will that affect the war between cogs and toons? A TTR/TTO cog x toon fic.
1. Prologue

**Ready? Set...Action!**  
 **Read and Review~**

Prologue

 _-SeBea-_

* * *

The Chairman drummed his fingers on his desk, waiting for the Spin Doctors to enter the conference call. He groaned loudly as he glanced at the time. They were now two minutes and thirty-five seconds late. Unacceptable.

Suddenly, his screen lit up and he rose his eyes to meet it. Three level 10 Spin Doctors cleared their throat and adjusted their bow ties nervously.

The Chairman could see them, but they couldn't see him.

"Gentlemen," he spoke first. "this is the third time this week that you're making me wait."

Their faces twisted in fear, two of them gulped while the last one gathered the courage to apologize.

"We are deeply sorry sir, we had some problems with uh…" He paused. "The samples you gave us."

The Chairman frowned.

"Well, do you have anything positive to report?"

The Spin Doctors looked at each other, worried, and mentally preparing themselves for the worst. The Chairman, sensing the bad news coming, deepened his frown.

" _I said,_ do you have anything to report?" His voice was dark, impatient.

The second Spin Doctor on his screen was the one to talk. He avoided the Chairman's glare.

"I'm afraid the experiment has been inconclusive, sir." He answered. "It seems that the energy in its purest, most powerful form, is impossible to extract from a cog. Only a toon can do so without perishing."

The Chairman rose his eyebrow.

"Well then what are you waiting for? We have plenty of toons in custody!" He exclaimed. "You can take that blasted green duck Toontown cares so much about. Maybe your work could make him…cooperate."

An evil, toothily grin spread across the Chairman's face. Would the Lawbots have seen him, they would've undoubtedly had chills.

The second Spin Doctor gulped. "We've tried…That wouldn't be possible either sir…"

The Chairman felt his frustration build up inside him and his patience slowly breaking.

"And why not?"

"B-Because," the Lawbot stuttered. "The toon in question must be _genuinely_ laughing."

His patience having snapped, the Chairman slammed his fists on his desk making all three Spin Doctors yelp and jump back at the noise.

"Blasted toons!" He exclaimed.

He let his anger pass for a couple of seconds, rubbed his metallic temples frustratingly and gave heavy sigh. He knew it was possible, that there was a way of making it work. Those Spin Doctors were probably not working hard enough. After all, it was a pretty logical and simple demand: having a cog do what toon can do.

Then it clicked.

 _Having a cog do what a toon can do._

A wicked smile formed on his face.

"Gentlemen, what if a cog were to…" He paused to think of a proper word. "form a friendly partnership with a toon in order to make that toon laugh?"

The three Spin Doctors widened their eyes in a mix of horror and disbelief.

"S-Sir…" One of them said. "With all due respect, this would be a, erm…"

His co-worker attempted to finish. "an abomination?"

"Absolute torture?" The third Spin Doctor proposed.

The Chairman rolled his eyes.

"At ease, their partnership wouldn't be real. It would be mission, of course. A mission given to the best suited cog for the task."

The three Lawbots sighed of relief. They couldn't bear imagine a cog actually enjoying a friendship with a toon. The anguish that cog would feel…Oh the _horror._

"If I may sir," one of them replied. "Backstabbers are extremely skilled in those tasks. They specialize in manipulation and strategic betrayal."

The Chairman narrowed his eyes in thought. It certainly made sense to chose a Backstabber for this kind of mission. At least the conversation with his private researchers had brought something useful to him today.

"Very well." He declared. "Ask the Chief Justice to bring me the best Backstabber in Lawbot HQ."

"Understood!" The three Spin Doctors nodded.

The Chairman ended the video conference call and sighed heavily. His features etched with frustration and tiredness.

He and his researchers had spent countless hours trying to crack the code of what made the toons so powerful. All the money he had spent…it was unbelievable. The investment was enormous, and it was for Cog Nation, a organization that kept on losing to childish, weirdly coloured animals. Pathetic.

But he was determined to get rid of the cogs' biggest weakness. The fatal weakness that their creator had given them. Once that was done, then he could truly accomplish what Cogs were destined to do.

 _Gearloose._ The Chairman thought, his fists clenched. _I will not lose because of you. The toons must know where you are hiding. I will find you, and I will destroy you._

* * *

Several hundred miles away from Toontown and its surroundings, beneath the surface of the earth, Gyro Gearloose took his eyes off his telescope. Nothing unusual happening in Toontown nor in the Cog HQs.

The chicken frowned. This didn't look very good. Things had been much too calm for much too long.

There was something significant that was going to happen. He could feel it in his feathers.

Gearloose let out a sad sigh.

 _When are they going to understand?_


	2. Chapter 1

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Chapter 1

 _-SeBea-_

* * *

Duchess Tinkersprinkles groaned loudly at her Shticker book. Lil Oldman was really testing her patience this darn time. Defeating dozens of cogs to retrieve items? Sure. Fishing out a talking toad? Pretty bizarre, but doable.

But defeating _twenty_ 4+ story buildings? That was _insane_.

How was she supposed to convince her friends to take a whole day off of their own toontask to help her with this ridiculous demand? That really wasn't toontastic of the old rabbit to give her so much trouble. After all, she just wanted to get more gag training and laff points. Did it really have to be as unnecessarily _hard_?

The tall, pink dog kicked the snow out of frustration, took out a white scarf from her bag and wrapped it around her neck. The sun was about to set and Walrus Way was getting colder by the minute. She couldn't wait to get out of the Brrrgh and jump into her warm, fluffy bed. Tomorrow was going to be a painfully long day and she needed to rest.

"That darn, stinking old rabbit…" She muttered under her breath. Duchess couldn't wait to finish the shopkeeper's task.

But before, she needed to check in on her cog samples and report the results to the Toon Resistance.

There was something so fascinating about them. The cogs had such a detailed and complex programming underneath their suits and she couldn't wait to hack into it.

Everything was so organized…so properly placed, so meticulously logical.

 _Everything toons aren't._ Duchess thought. It was truly amazing, and she couldn't wait to find out more!

Flipping the page of her Shticker book to the map of Toontown, Duchess touched on the location on her estate and took out a portable hole from the page. She concentrated deeply on the image of her house and threw the hole on the floor.

However, just as she was about to jump, Duchess was brutally pushed aside and fell on her knees. She hit the floor pretty badly, causing her to yelp.

Groaning, the toon propped herself on the shoulder and looked up, her anger rising and preparing a series of curses to the toon that pushed her.

But it wasn't a toon.

A level 9 Backstabber towered over her with a menacing look. Duchess gasped and immediately took out a whole cream pie from her bag, preparing herself for battle.

She gave the cog a dirty look.

"This _really_ isn't the time to make me mad, cog." She spat out, thinking of Lil Oldman's task.

Surprisingly, the Backstabber simply ignored her. Instead of jumping in the battle, the Lawbot picked up Duchess' portable hole from the ground and examined it. Then, with a satisfied smirk, the backstabber put the hole in his pocket and turned around to leave.

Duchess' eyes widened of a mix of disbelief and anger. Cogs usually confiscated gags, and that was at the end of a losing battle. But nonchalantly stealing _portable holes_? That was unheard of!

Nevertheless, she felt her blood boil. How _dared_ he steal from her?

She ran after the cog, infuriated. Today was definitely not her day.

"Hey!" She exclaimed. "Give that back! I need it!"

The Backstabber didn't even bother answering. Her face now completely red of anger, Duchess completely lost it and tackled the cog.

Now visibly annoyed at her, the Lawbot tried to shake her off.

"Let go of me, toon." He replied. "I have no time for your silliness."

Duchess refused to budge.

"Give me back my portable hole!" She demanded, struggling to keep hold on his waist. "It's my only one left I am _not_ walking all of the way to my estate in this cold."

The Lawbot rolled his eyes. "Forward that complaint to my secretary and _let me go._ "

Duchess felt her arms getting sore from the struggling. It didn't help that Backstabbers were more than seven feet tall either, making her opponent nearly two feet taller than her and very physically strong against a toon her size. However, she wasn't going to give up. Not without a fight.

"We battle first." She commanded.

The Backstabber took a couple of moments to analyze the situation and the status of the pink toon was a 60 laffer, which made her not necessarily strong, but not weak either. She was almost out of gags, however, which only a couple of cream pies and seltzer bottles. She probably had been training all day and didn't gag up in the end since she had planned to go home.

His chances of survival were very positive. It was even strategic to enter the battle as he would finally be able to complete his assignment and return to Lawbot HQ without any more trouble.

Yes. It was logical.

"Very well." He sighed. "There's no backing down now, toon."

Victorious, Duchess finally let go of the cog's waist and jumped into her battle pose. She took out her whole cream pie again, aimed it at the Backstabber and thew it.

The Lawbot simply rolled his eyes and dodged the attack as if it was nothing. He had had so many gags thrown at him that it was barely hard to dodge anymore. Duchess frowned in confusion at his flawless spring.

The Backstabber smirked at her expression. This was going to be easy.

Focusing his hard drive on his strongest attack, the Lawbot's navy blue suit started to light up, causing even more confusion for Duchess. The metal was now shining brightly as the cog prepared for his turn to attack.

Duchess stared, wide eyed.

"W-What is going on with your suit?" She asked, stunned and worried.

The Backstabber's smirk widened. Oh how satisfying it was to see a toon completely unaware of his power.

His attack now powered up, the cog wiggled his fingers in front of him, numerous red sparks flying off and towards Duchess.

"'I'll lay a real guilt trip on you!" The cog exclaimed as _Guilt Trip_ hit Duchess, hard, and cutting down her laff to a half of what she started with.

Duchess cried out of pain as the feeling of guilt hit her everywhere in her body. Horrified at how strong the attack was and at how low she was getting on laff, the pink dog felt her heart beating fast at the fear of turning sad and not being able to teleport back to a playground.

"This doesn't make sense!" She panted. " _Guilt Trip_ is an attack that normally deals a maximum of 18 damage on a toon. How in the _world_ did you manage to deal 30 laff points of damage on me?!"

Satisfied of his attack and surprised of her knowledge, the Backstabber cracked his metallic fingers and gave her a wicked look.

"You're pretty informed for a toon." He replied. "But let's just say I'm the best, and I can back that up."

Duchess knew from his tone and words that he wasn't kidding. The cog was an unusually strong one and if she didn't take care of him fast, she was definitely done for.

Then it clicked. Weaknesses. The subject of her last research.

She smirked as she pulled out a button for her pouch and pressed it.

A sinking noise came down from the sky and the Backstabber looked up. However, he wasn't fast enough to dodge the anvil as it struck him directly on the head, dealing 30 points of damage to his own health. The light on his chest turned orange.

"Backstabbers are weak to drop gags." Duchess smirked triumphantly. "It dulls your sharp edge."

The Lawbot let out a metallic growl. "You've done your research."

"That's my job." She replied, proud of her status as a toon researcher.

The cog narrowed his eyes. He had not expected the the pink dog to be as sharp as she was. He needed to act quickly.

"Well, chances are you won't be going back home once I'm done with you."

His suit lit up again, this time brighter than it was before. He adjusted his speed parameters in order to secure a good accuracy.

Then, he smirked, aiming directly at Duchess. The pink dog narrowed her eyes and bent her knees, prepared to dodge the attack.

"Wallow in your own guilt!" The Backstabber exclaimed as he launched _Guilt Trip_ right at her.

Duchess's eyes widened in realization for a fraction of a second. It was too fast to dodge. Way too fast. In less than a second, she felt her heart sink and the familiar feeling of guilt wash over her body. It hit her so hard she felt like all of her joy was vanishing from her body.

Her Laff meter dangerously dropped until it reached zero, and then Duchess felt her whole body go limp.

The sadness engulfed her mind and all Duchess could do was close her eyes.

* * *

Backstabber L-500 walked into Lawbot HQ with a prideful grin on his face.

This was it. His last mission as a Backstabber was finally complete.

He couldn't wait to be a Spin Doctor. He had worked extremely hard for this promotion, defeating over one thousand toons and completing various assignments for the Chief Justice in order to help the Lawbots flourish. He deserved this promotion, and he _was_ going to get it tonight.

As he entered the the Lawbot Courthouse, L-500 got rid of his grin and replaced it with his best business-ready expression. After all, he had a boss to convince. Smooth talking had always been one of his strength, him being a Backstabber. However, L-500 noticed that he had the ability to take that skill to the next level. There wasn't a cog in all of Cog Nation that he wasn't able to manipulate. Not co-workers, his supervisors…

Not even the Chief Justice himself.

"Ah, L-500." The Lawbot boss exclaimed. "I suppose you're here to report on your mission's success?"

In the room, several of his co-worked groaned and rolled their eyes, mostly out of jealousy. L-500 ignored them. If they kept messing up and he didn't, it really wasn't any of his concern.

The level nine cog took out the stolen Portable Hole from his pocket.

"This will most likely be useful in the research on the Portable Hole Network Bypass." The Backstabber said.

The Chief justice grinned of satisfaction.

"I'm impressed." He said. "No other cog has been able to steal a Portable Hole before. You truly are an asset to the Lawbots, L-500."

L-500 nodded diplomatically.

"I'm honoured to hear that." He replied. "I'm proud of doing my duty of helping the Lawbots and Cog Nation…"

The Backstabber grinned wickedly inside. It was time to close in no his goal. He had the Chief Justice wrapped around his finger.

"That is why I believe my skills would be optimized as a higher levelled cog type."

The Chief Justice nodded in agreement. L-500 let a little grin slip on his face at the victory.

"You are absolutely right."

The Lawbot felt as if his suit would burst out of the excitement that came with the victory. This was it. All the hard work he had done was finally going to pay off. He adjusted his tie in anticipation.

"However, there is one last mission that has been given to you."

The Backstabber felt his gears slow down considerably. _What?_

The Chief Justice handed him a memo and he stretched his arm up to grab it. Anger starting to build inside him, L-500 read the paper with extreme detail. He wanted to know what sort of ridiculous task had stopped him from achieving his goal.

Then, his eyes widened.

"It's from…The Chairman." He said, his voice low in disbelief.

The Chief Justice gave his subordinate a proud grin.

"I am very pleased to announce that the Chairman has _personally_ chosen you for a special assignment."

He heard gasps coming from all over the courthouse. This kind of occasion was _extremely_ rare as the Chairman usually never singled out cogs for his projects. Only the best cogs, the most elite workers were chosen to participate in such assignments. And those cogs were usually not as low levelled as level nines.

He felt the angry, envious gaze of his co-workers on him. Somehow, this only made him more thrilled at the challenge.

"You have a private video conference with him scheduled in an hour. I expect you to give the best you can to The Chairman as you now represent all of the Lawbots."

L-500 grinned wickedly. Oh he was definitely ready for this. Another opportunity like that would most likely not present itself again in his lifetime.

"I won't disappoint."

* * *

He had exactly one minute and thirty two seconds to spare.

Backstabber L-500 adjusted his tie and slicked back his hair, mentally preparing himself for his conversation with the Chairman. He had to be even sharper than usual if he was to impress the ultimate boss of the Cogs.

If he played his cards right, he was going to get more than just a promotion at the end of his mission. Whatever it was.

He just had to use the same techniques he had used with the Chief Justice. And he had to make the Chairman truly _believe_ that he was the best.

A couple of seconds left.

L-500 straightened his back and plastered on his most diplomatic, receptive business grin.

The screen lit up and the Lawbot could only see a vague dark silhouette. Yet, even without the full knowledge of the Chairman's physical appearance, L-500 felt himself getting intimidated and even a little frightened by the mere energy he gave off.

He didn't let it show, however.

"Good evening, Backstabber L-500." The Chairman greeted. "I appreciate your punctuality."

His voice was booming and deep. The Backstabber could sense his strong authoritarian vibe.

"It is natural." He replied. "I'm quite eager to know what my mission is, your honour."

The Chairman seemed impressed, though L-500 couldn't quite tell.

"I see. You definitely seem like the right cog for this mission."

The Chairman cleared his throat and L-500 leaned in, ready to take in all of the details.

"Let me first fill you in on the origins of this mission." The Boss started. "As you are aware, Cog Nation is currently conducting multiple research on the Toons and our weaknesses to them."

The Lawbot nodded.

"However, what most cogs do not know is that I have my own, personal team of Spin Doctors researching various ways of countering the toons' attacks."

L-500's eyebrow rose at that new felt his suit heat up at the opportunity as his hard drive calculated the possibilities.

"I assume you want me to assist you in that research." The Backstabber said.

He heard a _click_ from the other side of the line and some scribbling noises. The Chairman was taking notes on his behaviour.

"As sharp as you should be." the Boss confirmed. "I do, in fact want you to provide what you can. Because of the dangerous and volatile nature of the research, I can not disclose any of the details. Also, I must inform you of the difficulty and risk that comes with this special assignment. It is a very unusual task and should you chose to accept it, I cannot guarantee your safe return."

The Backstabber frowned out of curiosity as he digested the words. What could the Chairman possibly want?

"I fully understand." He replied.

"Perfect." The Chairman nodded. "Then I suppose you're ready to sign your contract?"

The Lawbot took out the paper the Chief Justice had gave him earlier and a pen.

"Absolutely." He responded. "However, because I want my mission to be done in the most efficient way possible, may I request a more direct debriefing? I'd like to hear exactly what you expect of me."

The Chairman seemed very pleased with his request. L-500 smirked in satisfaction. Apparently The Chairman himself wasn't immune to a little manipulation.

"Of course." The Boss replied. "Your mission comes in two parts. First I'd like you to form a false partnership with a toon. Then, I want you to use that partnership in order to find the location of a certain toon. A very important toon."

The Backstabber froze. Then blinked. Then almost panicked.

 _A partnership with a toon!?_ L-500 thought. _That is insane!_

He could already picture himself. Laughing and exploding. If he didn't die, then his mind would be forever poisoned and distracted by the toons' silliness. He couldn't afford that. He needed to climb up the ladder of the Lawbot hierarchy. He needed power, focus, not… _fun_.

He gulped nervously.

The Chairman noticed his reaction. "Is there something you don't understand?"

The Backstabber quickly regained his posture and masked how uncomfortable he was truly feeling about this mission.

"Not at all." He somewhat lied. "May I ask who that every important toon is?"

The screen quickly changed from the Chairman's silhouette to a picture of a chicken toon. The toon had reddish hair and glasses and was holding several vials and tools.

"This is Gyro Gearloose." The Chairman explained. "A scientist that has invented most of what the toons use as common technology today. For instance, both their Laff Meter and their Portable Holes have been created by him."

The screen changed into pictures of the blueprints of the Portable Hole Network and of the Laff Meter. L-500 was genuinely impressed at the work.

"Quite organized and efficient for a toon." He commented.

"Indeed." The Chairman agreed. "This toon has been the driving force of Toontown's technology. However, he has gone missing."

The screen went back to The Chairman's silhouette.

"L-500, your mission is to form a partnership with a toon researcher, any one of them, and find out where Gyro Gearloose is hiding. You are to act like a complete associate, pretending to aim for a mutually beneficial relationship."

His mind automatically snapped back to the battle he had had with that pink dog he stole from earlier.

 _"You've done you're research."_

 _"That's my job."_

She was his best bet at the moment. The toon had hinted pretty heavily as to what her profession is. Plus, she wasn't a very high laffer. It would be easy for him to wrap her around his finger. Plus, she shouldn't be too hard to find. He was going to have to look around a little, but The Brrrgh would be the prime location, enhancing the probabilities.

"If you should succeed, you are to bring that toon to Cog Nation and hand them over to me personally, and I shall promote you to be a member of my personal team of Spin Doctors."

Inside, L-500's cogs were running wild and the ticking intensified. The Lawbot could already _feel_ the power and authority he could impose on others. This was what he had worked so hard for all of his life. He could finally get the respect he wanted. The respect he _deserved._

He could not fail.

The Backstabber nodded at The Chairman, anxiety building up inside him, though he never let it show.

"I accept." He said.

* * *

When Duchess woke up, the first thing she noticed was the throbbing pain in her chest. Her heart twisted and turned endlessly, sending waves of sadness through her body. The overflowing negative feelings made her choke as small tears fell from her eyes and her whole body was sore from the attacks of the Backstabber. She was still shivering from the cold of The Brrrgh.

She felt miserable.

"Ugh…"She moaned in pain and tried to sit up from her sleeping position.

A gentle hand settled on her chest as a support.

"Take it easy." She heard a voice. "You need rest."

Duchess blinked several times before her eyes fully opened. At her bedside, Lady Dynamite, a 15 laffer burgundy cat held her hand in support. Duchess felt a couple of her laff points regenerating at the sight of her best friend, as happiness replaced the sadness.

She quickly took a look around and realized she wasn't in The Brrrgh anymore.

"W-What…" Duchess attempted, moaned a couple of times, then continued. "How did I g-get home?"

Lady Dynamite gave her a sad look.

"It was late at night and you didn't come home yet. I got worried and went searching for you in The Brrrgh because I knew you had Toontasks there-"

Duchess shot up from her position despite the pain and the tears.

" _What_?!" She cried. "You could've gotten hurt! The cogs in the Brrrgh are way too strong for you!"

Lady pouted.

"I know that, but I couldn't just leave you!" She retorted. "Who knows what might've happened to you if I didn't find you…"

Duchess took a moment to examine her friend. The cat looked absolutely devastated and exhausted. It was obvious she had been extremely concerned for Duchess. The pink dog couldn't imagine what Lady must have felt like when she found her unconscious and freezing on the streets. She was so young…She didn't need to see that.

Duchess's heart broke as she saw tears coming out of Lady's eyes.

"Y-You were almost frozen solid." Lady whimpered. "I was so scared for you…"

Despite her movements being limited, Duchess wrapped her arms around Lady and gave her a tight hug.

"I'll be alright." She reassured. "Thank you."

Lady sniffed, but smiled of relief. Duchess already looked like she was getting better.

"I called Flippy and then your doctor and explained what happened."

Lady pointed to a bowl on Duchess' drawer.

"He said you'll have to stay in bed a lot in order to get all your Laff points back. Also, your body needs heat to deal with all the time you've spent in the cold. That's why I made you a soup."

Duchess beamed.

"That's so very nice of you!" She licked her lips in anticipation. "I want to eat it now!"

The pink toon grabbed the bowl of warm soup with enthusiasm despite her sadness. She had not realized how hungry she was. The smell of warm vegetables overwhelmed her canine nose as she brought the spoon to her mouth and-

 _Riiiiiiiiiiiing_

Duchess moaned loudly at the shrilling noise. She was not in the mood to answer the phone. Whoever it was was disturbing her well deserved meal.

Lady instantly noticed Duchess's reaction and got up to answer the call.

"Duchess Tinkersprinkles's residence?" Lady said.

" _Lady, is Duchess awake?"_ The Toon Council President asked from the other side of the line.

Lady glanced at Duchess.

"It's Flippy." She informed softly.

Duchess, her mouth still full with soup, widened her eyes. She swallowed her food before she replied.

"Give it to me." She motioned at the phone.

Lady nodded and passed Flippy to Duchess.

"Hi Flippy, how are you?" Duchess said.

" _How am_ I _?_ _Duchess, the question is, how are_ you _? What happened with the cogs? How come you're so badly injured!?_ "

Duchess bit her lip. She had made so many people worry today.

"I'm definitely miserable. I think my Laff points are in the negative right now and my body is going to take time to be fully happy again. But I don't think I have any long-term damage."

She heard Flippy sigh in relief from the other side of the line.

" _Well I'm happy to hear that._ " Flippy replied. " _But you didn't answer my question. What in Toontown happened to you?_ "

Duchess felt her body shudder in fear as she recalled the Backstabber's attacks and special suit.

"I got attacked by a Backstabber. Level nine." Duchess explained. "He stole my last portable hole from me and…"

Duchess paused, her head hurting from the memory and her body shaking.

"Flippy…" She continued. "His suit was…special. It was as if he had received an upgrade or something. It lights up. His attacks were almost two times more damaging. He completely destroyed me in only two hits."

For a couple of moments, there was silence on the other line.

Then, Flippy spoke, his voice much more dark and troubled than before.

" _Duchess._ " He said. " _As soon as you get better, I'd like you to come to Town Hall. It's extremely important_."

Sensing the urgency in his voice and curious of what was troubling Flippy, Duchess frowned. This whole day had been like a bad dream coming true. There was definitely something going on, something bad. And she wanted to know how she could help.

"Of course."


	3. Chapter 2

**Read and Review~**

 **Chapter 2**

 _-SeBea-_

* * *

Duchess made her way to Toon Hall with a nervous frown on her face. It had been a while since Flippy had wanted to see her, and his voice on the phone had sounded urgent and worried. Duchess knew that whenever Flippy got worried, he had a legitimate reason to be. It was very rare to see Flippy deviate from his usual, cheerful self.

Luckily, Lady had let her borrow her portable hole for the day or else she would've been walking for an hour. Toontown Central was not that far from her estate, but it was always much quicker and more efficient to teleport there. Toons rarely ever walked to places anymore since Gyro Gearloose invented the Portable Hole Network.

As Duchess entered Toon Hall, she bumped into a very familiar face, though she had to look down in order to spot the grey rabbit because of the size difference.

"Hey! Watch where you're-" Officer Hooligan started, then cleared his throat as he realized he had bumped into Duchess. His face flooded with relief. "Duchess, I heard what happened to you yesterday."

Duchess bit her lip in frustration. She hated to have all of her best friends worry about her like this. Officer was usually not a very emotional guy, and seeing him, his eyes wide open in concern, made her feel beyond bad.

"Y-Yeah," She stuttered. "it took me the whole night to gain back my laff points. That Backstabber was ruthless."

Officer's look of concern quickly morphed into a very dark one.

"Those blasted Lawbots…" He muttered. "They really _do_ have no heart."

Duchess put her right hand on his shoulder and gave him a reassuring smile.

"It's alright, Officer, I'm alright now." She said. "So, what are your assignments today?"

Her co-worker gave her a satisfied smile. "Taking back fifteen Lawbot Buildings."

 _Those Backstabbers are going to get it._ He thought in anger. And if he got lucky, he could show that very same Backstabber that attacked Duchess what happened to cogs who sadden his friends.

Duchess flashed him an encouraging grin. "Good luck with that! Oh, and maybe we could hang out with Eli tomorrow? We haven't properly hung out in a while."

Duchess' heart swelled at the thought of spending time with her best friends again. They all had been so busy with their careers and the fight against cogs that they barely had time to take some time off. Officer was especially busy as his job was amongst the most important ones in the Toon Resistance. He was a Building Takeover Specialist, and had to make sure the cogs weren't overthrowing toons' shops with their own monotony. He barely had any time off.

Officer scoffed. "I don't need luck." And then he grinned. "But I have a day off tomorrow so _you're_ in luck."

Duchess squealed. She was going to call Eli tonight. The musician cat had better come or she was going to throw a fit.

"Perfect! I'll see you tomorrow then, Officer!"

The rabbit nodded and exited Toon Hall. Duchess walked up to Flippy, who was frantically going through some papers on his desk. The President of the Toon council's head shot up as he noticed Duchess and his face perked up at her.

"Duchess," Flippy greeted. "I'm glad you made it here so fast, you know, considering what happened to your Portable Hole yesterday. The new one you requested will be ready tomorrow."

The pink dog smiled at him. "I'm glad I'm here Flippy. You seemed really worried."

Flippy's grin quickly fell as he quickly snapped back into leader mode.

"Your research on cogs has been essential to the war ever since Gyro ran away." Flippy started. "You've done some amazing work in the field of gag weaknesses and cog types. I'm planning on including this in the curriculum of the next year's class of cog fighters in training. We need information like this in battle."

Duchess beamed of pride. "Thanks! But I doubt you called me here to simply congratulate me."

Flippy nodded. He opened a drawer from his desk and took out a long, brown envelope before handing it to Duchess. Startled and curious, Duchess opened the envelope and laid out its contents on Flippy's desk, examining every single document in extreme detail. There were several emails and hidden memos, all very boring to read.

However, what caught Duchess's attention were the blueprints of new cog suits models.

The suits were designed to light up before launching an attack, concentrating the energy on single moves to optimize damage, and then releasing it on the opponent.

Duchess' eyes widened.

"Yesterday, the Toon Resistance intercepted his letter coming from Cog Nation." Flippy explained. "The contents were alarming, to say the least."

Duchess kept examining the blueprints as she listened to Flippy's report. There were models were optimized for four cog types so far, those models chosen for their unique sets of attacks and moves. Movers and Shakers, Headhunters, Loan Sharks,…

And Backstabbers.

The pink toon swallowed as her thoughts went to the Backstabber she had met yesterday.

 _So there are more like him._ She thought, her heart sinking in fear. Other toons, lower laffers especially, could get hurt and sad for a very long time. This could incapacitate toons long enough for the cogs to plan a massive invasion…or worse.

Duchess gulped. This was not good. Higher laffers would go to the streets while lower laffers usually stayed to protect the playgrounds as a back up. Without any low laffers left…

"The reports have shown that the cogs are testing and installing new upgrades on their suits in order to be more resistant to gags and launch stronger attacks against toons." Flippy continued. "The suits are designed to counter the gags' effects and suppress the laughter they produce. Approximately two hundred cogs have now had the upgrade."

Duchess' gaze shot up from the blueprints. "But that means..."

Flippy shook his head in sadness.

"Yes, several toons have already encountered them. Lower laffers than you, Duchess."

Duchess' heart sank. _No._

There was a moment of silence between the two dogs and they both looked at each other, letting the gravity of the situation fully sink into their minds.

"Flippy." Duchess broke the ice. "This new technology…it's unknown to me and it could be potentially fatal to Toontown. They could make us sad for several days, if not _weeks._ And that would give the cogs enough time to make us sad- _"_

"Forever." Flippy interrupted. "That's why I need you to research it."

Duchess shook her head. "But I don't have any cog parts or hard drives!"

"I've sent several members of the Toon Resistance to hunt down the 200 upgraded cogs on the street. Officer included. Hopefully they come back soon with something you can work with."

Duchess nodded. Yes, that made sense.

"I want to help." She said sternly.

Flippy shook his head violently. "Absolutely not. One bad attack is bad enough. You're only a 60 laffer, and those cogs require at least 90 laffers to deal with."

"But-" She tried.

"Duchess." He said, more softly this time. "I don't want you getting hurt. You nearly froze to death last night."

The pink dog pouted. Of course it made sense of Flippy to want her to stay on the sidelines for now. But she couldn't just sit around and do nothing while her co-workers risked their laff points and their gags trying to find those cogs. It was irrational too, since she was the only one of them that had seen one of the upgraded cog suits, and she knew first hand what kind of damage they could do.

"Understood." She told Flippy.

But as soon as she exited Toon Hall, she started running North, heading towards The Brrrgh. The Backstabber's face flashed through her mind and she shivered as she felt the guilt echoing in her bones, a remnant of the _Guilt Trip_ attacks of yesterday. There were thousands of cogs in Toontown spread throughout the districts. It was going to be difficult, but Duchess had no intention of giving up.

 _I'm going to find you._

* * *

The District Attorney's Offices had always been L-500's favorite places in the world. They were packed with extensive, almost infinite information on a wide range of topics. Information that the Lawbot knew he could easily study and use to his advantage.

The libraries, in particular, were so very useful. The Backstabber could spend his whole life in libraries.

The one in Office A contained the most extensive and detailed archives of Cog Nation. Thousands and thousands of files were sorted alphabetically, keeping records on each and every single toon in Toontown that had ever gone sad and had his gags confiscated by a cog. The list was never-ending of course, but it was helpful to L-500's mission.

On a computer, L-500 typed in "Researcher" and pressed _Search_.

 _150 results._

The Backstabber groaned.

How was he going to find her in all of those toons?

The Lawbot stopped his train of thoughts. What was he doing? He could always go for another toon. in fact, part of his mission would be to choose the most appropriate toon to manipulate. There wasn't any _specific_ evidence that the pink dog he had met yesterday was the perfect toon for the assignment.

L-500 shook his head. No. There was something about her. Something his instincts could pick up in her. She was extremely sharp, and it was a trait that wasn't too common in toons. Nor in cogs. The way she looked at him, with determination and extreme focus…but also as if she was analyzing him like a computer would do. The Lawbot knew just by glancing at her that she was brilliant.

Almost alluringly so.

 _She's like you._

The Backstabber blinked at the thought. But as his hard drive processed the information further, he realized that this was exactly why she seemed so suitable for the mission. He knew himself, and so it would be easier to manipulate one who is like him.

He nodded. Yes. This was the most rational course of action.

"Now what was your name…" He murmured as he went through the list and his memory.

He closed his eyes and focused on yesterday's events. All toons had a name tag above their heads. He had never really bothered to read them, but L-500 knew that if he dug deep enough into his memory card, he'd find something useful.

 _D…Duc….Tin…Tinker….Duchess…_

His eyes snapped open.

"Duchess Tinkersprinkles."

He typed in the name in the search bar and smirked in satisfaction as the pink dog's face appeared on the screen as well as a file filled with information. L-500 took in every information and analyzed every single detail. He needed to memorize _everything_ about her.

His face fell as there wasn't much information on her. She had rarely gone sad. Figures.

 _Official cog researcher of the Toon Resistance Movement. Specialization in cog weaknesses and strengths. Highly skilled computer programmer and hacker. Highly skilled mechanic and engineer. Last known Laff meter: 60 Laff points. Approximate age in Toontown years: 19 to 20 years old._

 _Last defeated: Yesterday, by Backstabber L-500._

 _No more known information._

The Lawbot almost slammed his hands on his keyboard in frustration. Why wasn't there more? Why wasn't there anything on her personality? On her other interests? Something he could work with!

He groaned and sighed right after. At least he had confirmed his suspicions. That toon was most likely the best toon for the mission. It was settled.

The Backstabber printed out a copy of her profile, folded it and placed it carefully in his suit's he was about to log off, he heard a couple of voices coming from the entrance of the office library.

He recognized the voices instantly and froze.

"Did you hear about L-500?" The voice reached his metallic ears. "Not only did he get the first suit upgrade of the series, but also an assignment from the freaking _Chairman._ "

It was his most trusted co-worker. L-950, a Legal Eagle that he had always looked up to. He felt a beaming pride as he heard the flattering words. His hard work was being recognized throughout Lawbot HQ and-

"He thinks he's so competent and sharp." The other Legal Eagle said. "What do you call him? _Blade?_ "

The Backstabber froze, all positive thoughts now slowly vanishing.

L-950 scoffed. "Yeah. The Chief Justice gave him the name for being the sharpest Backstabber in all of Cog Nation. But to be honest? He doesn't deserve it. Our partnership is strictly for the status he gives me. I mean, this guy is _famous_."

Blade felt the oil he had drank this morning twist and turn inside him. His gears slowed down considerably as his mind processed the information.

Then, anger rising dangerously quickly inside him, Blade logged off of the Library computer and made his way towards traitorous his co-workers.

"It's ridiculous too." The other Legal Eagle continued. "I mean, Backstabbers already have two very powerful signature moves, what more does this asshole want?"

 _Of course._ The Backstabber thought. Partnerships never worked. He always ended up feeling like this inside.

"Apparently to lick the Chairman's butt." L-950 replied and they both laughed.

 _Two others who can't be trusted._ His thoughts went wild, though he knew he couldn't be surprised anymore. It had happened too many times. He should have known. He should've learned his lesson.

The two Legal Eagles stopped laughing as they spotted L-500. They cleared their throats and L-950 extended his right hand to the Backstabber.

"It's nice to see you, Blade."

"Don't call me that."

L-950 blinked.

"What do you-"

"Only trusted acquaintances and partners have the right to call me that."

His voice was dark and his glare pierced through their very gears, sending shivers through the Legal Eagles' spines despite Blade being two steps lower than them in the Lawbot corporate ladder. In a moment, they had realized that the Backstabber had heard their whole conversation, and both of them gulped, not daring to say a word.

"Consider our partnership terminated." Blade continued at L-950, his glare not wavering. "And do not _ever_ speak to me again unless under orders of superiors.

"Bla…L-500, I'm sure we can talk this through-" L-950 attempted.

It took all of Blade's willpower to not throw an attack at his face.

" _No._ " It was a cold reply. A final one.

And with that, Blade pushed the Legal Eagles out of his way, straightened his tie and made his way to Polar Place in The Brrrgh, his insides still recovering from the anger.

 _And_ I'm _supposed to be the Backstabber._

* * *

Duchess rubbed her hands together in order to keep the heat flowing in her body. She had fought over a hundred cogs in the last hour and was almost out of jellybeans with all the gags she had had to buy. It had been handy for completing several of her toontasks (though she usually rather do them with friends), but as the time passed, she had gotten more and more frustrated.

She had been everywhere in The Brrrgh, searching, and there were no sign of the Backstabber. She was freezing and tired, and was slowly losing hope.

Then she shook her head at her thoughts. No. She couldn't give up and make her coworkers do the work for her. She'd rather go sad a thousand more times than to put any member of the Toon Resistance at risk.

Also, she was curious as to why that Lawbot took her Portable Hole. He probably wouldn't tell her, but she could try. And he knew dang well that she could put up a fight.

Duchess opened her Shticker book and examined her situation.

Only a couple of gags left. Great. Not enough jellybeans to restock either.

The pink dog groaned as she realized the sun was setting.

"Well I guess I have no choice then…" She muttered angrily. She didn't want to stop her search, but it was already late and she knew it would be unwise to stay out at this time.

Sighing in frustration because of her failure for today, Duchess took out Lady Dynamite's borrowed Portable Hole and focused her mind on her house, locking her destination mentally and on the hole.

"Good evening, toon."

The metallic voice made her jump and almost drop her friend's hole on the ground.

"You're quite a hard one to find." He had a half-grin on his face. "I've been all over this playground trying to find you."

At the sight of the Backstabber, Duchess frantically shoved her hand in her pouch, trying to get a hold of the higher level gag she could. Unfortunately, she only had a couple of drop gags and a fruit pie. Not wanting to rely on the low accuracy of her Anvil, she took out the pie and aimed it menacingly towards the Lawbot.

"Stay back!" Duchess exclaimed.

He chuckled and raised his hands slowly up in defence, giving her an unimpressed smirk.

"I can easily dodge that and you know it."

Duchess narrowed her eyes, scrutinizing the cog in extreme detail. She had seen that arrogant smirk before and his attitude left her with goosebumps, as if her body was subconsciously afraid.

And then it clicked.

"You're the Backstabber from yesterday…" She whispered and lowered the pie in surprise.

The Lawbot lowered his hands. "Perceptive of you. Not many toons can differentiate cogs from each other."

Her blood now close to boiling, Duchess growled before launching at him so hard that she succeeded in tackling him to the ground. L-500 gasped as he hit the icy floor of Polar Place.

"Do you know how _miserable_ I was yesterday?!" She screamed. "I could've been severely injured! _What do you even want from me?!_ "

He seemed to ignore her. Again. It made her even more furious.

"Again with the physical violence?" The cog rolled his eyes. "Aren't you supposed to be an intelligent toon?"

Duchess's eyes went dark. " _What do you mean by that?_ "

He was not intimidated. "You're a researcher aren't you? A scientist?"

Her eyes narrowed even more.

"How in the world do you know that?"

He chuckled. "You're the official researcher of the Toon Resistance. Doesn't that make you a little bit famous?"

Duchess' eyes were still narrowed and focused on the cog she had tackled as she took in his words. It was a possibility indeed. The vast majority of Toontown knew about her and her work for Flippy and the Toon Resistance. It made sense that the cogs had heard from her since they were basically the subject of her research.

Still, she shuddered at the thought that the cogs had some information on her and on her life. Nobody liked to be known by their enemies.

 _This means they have more information that we thought_. Her mind instantly pieced things together. She gasped. She needed to find out more about this. Toontown could be in even more danger if the Cogs had access to information about specific toons.

"In any case." The Lawbot continued. "I believe you're smarter than that, Miss Tinkersprinkles. Would you kindly get off me?"

Duchess frowned. He was right. Tackling him was definitely not the brightest thing to do. She was a rational toon. Oh how she hated that he was right.

She stood her, freeing him from her grasp and dusted her clothes.

"Why aren't you attacking me?" Then she frowned. "In fact, why were you even searching for me? You already stole my Portable Hole. Why did you steal it anyways?"

The Backstabber dusted his suit before replying to her.

"I suppose your questions are valid." He stated. "However, your device was taken for confidential cog research. I hope you don't mind me not divulging those details."

Duchess was getting more and more frustrated with the cog's smug attitude and the lack of answers.

"Excuse me?!" She exclaimed. "After all you've did to me yesterday do you not think I deserve _some_ kind of answers?"

Her heart racing, her head was buzzing with ideas and words to throw at him. This was her chance to get information about what was happening in Cog Nation.

 _Think think think!_ Duchess pushed herself.

Then she smiled. He was a Lawbot. She needed to attack the very fuel of his existence. Rules.

"In fact, I think deserve some kind of compensation." She continued. "The battle was extremely unfair as it was not initiated in the proper way according to standard procedures for battles. You _stole_ something from me. This is a punishable crime isn't it, according to the civil code? I was acting purely out of self-defence. "

The Backstabber's face twisted in surprise. He had not expected the toon to be as well versed in Lawbot rules and language. He made a mental note to be cautious about his actions for later interactions.

However, he straightened his tie in satisfaction as the pink dog had offered him a perfect entrance into the conversation he wished to have with her.

"You're right."

Duchess blinked. That was surprisingly fast and easy.

"Really?"

He nodded. "It would only make sense for me to give you an explanation. However, I propose a compromise."

The scientist folded her hands on her chest and kept her eyes narrowed. To her knowledge, this would be the first time a toon and a cog would discuss in such a rational way instead of fighting to solve a problem. She needed to do this right, but she needed to keep her guard up.

"I'm listening."

 _Perfect._ The Lawbot thought. It was time for the delicate part of his mission.

"As you are aware, our interests, as cogs and toons, are extremely different." He started, using his most charming tone. "However, I am a businessman, and I believe that common interests are always possible if partners are willing to combine their talents and knowledge."

Duchess nodded, urging him to continue. It made sense so far.

"Thus my goal is to gain information, technology or anything else that might benefit the cogs, obviously, but also giving you the opportunity to do the same for the toons without compromising either sides' other interests."

Duchess was highly on the defensive at this point.

"And how do you suggest we do that?" She asked.

 _This is it._ The Backstabber flashed her a grin.

"We establish a partnership." He answered. "We have regular meetings and work together towards mutual goals."

Duchess blinked several times at the new word, processing it. Then, something lit up inside her head and her eyes widened so big that they could've taken up most of her face.

"Y-You mean…" She stuttered, not believing what he was proposing. "You want us to be… _friends_?!"

A look of slight confusion installed itself on Blade's face.

"You'll have to excuse me but I don't speak much toon." He replied. "What is this… _friendship_? Is it legally binding?"

Duchess stared at him a couple of seconds, her eyes running over him, trying to see if he was joking. Then, she broke into a chuckle.

"Of course you wouldn't know. I doubt you give each other gifts and laugh together as _real_ friends do…" She shook her head. "But anyways, your offer is interesting. However…"

Blade frowned. "You don't think I have the ability to be a genuine partner, er, _friend_ for a toon?"

 _You'd be right._ He thought, but showed no sign of it.

Duchess bit her lip. "I don't mean to offend, but you did make me miserable for a whole night. Cogs make toons sad and incapacitated."

This made anger rise inside the Lawbot. _But Toons kills cogs_. He thought bitterly. He'd take one night of misery over death, but obviously that dog wasn't smart enough to understand that.

Nevertheless, he didn't let his irritation show.

"Plus," she continued. "You're a Backstabber. It's kind of hard to trust someone with a name like that."

He scoffed at her. "That is not my name."

She paused.

"Wait." She blinked. "You have a _name_?"

It took everything it could for the Cog to not roll his eyes at her and curse her blatant ignorance.

"Yes. My name is L-500." He informed her. "Every cog has a name Miss Tinkersprinkles. And a nickname."

Duchess' jaw dropped at this information.

"That is actually fascinating!" She exclaimed happily. "Do your names have a meaning? Is there some sort of logic to them? What is the difference between your name and your nickname? How do you get a nickname? What is-"

"Enough." He was surprised and very irritated at her sudden outburst. "Unfortunately, you are not my partner yet Miss Tinkersprinkles. I am in no way obligated to tell you the details."

Duchess' excitement immediately subdued and she pouted. He was right again. They weren't friends. He didn't have to share anything with her.

 _But there are so many things I want to know._ She thought in anguish.

She scratched her head as she went deep in thought. There were plenty of pros and cons to consider. Obviously, the biggest con was that her friendship with him could very well turn out to be a fake one. She could get hurt in multiple ways.

However, Duchess thought about her many coworkers that were risking themselves to find him and other cogs with the suit upgrade. It would be so much easier for the Toon Resistance if she were to deal with him. And besides, she'd stay sad for years if it meant preventing that sadness to others. Especially with lower laffers and her friends.

It wasn't fair for others to get hurt when this cog was offering her a deal that had the possibility to avoid that.

Duchess sighed.

"Alright L-500, let's become friends…or partners." She finally concluded.

Inside his head, Blade's hard drive registered the success of the first phase of his mission and he grinned and nodded at her.

He extended her hand to her. "I'm very pleased by your decision. How about we meet again tomorrow? Around the same time?"

 _What am I doing?_ She thought as she shook his hand.

"Why not?" She answered. "I look forward to getting answers on cog names! Though I have to go now and get some sleep. I have a busy day ahead of me tomorrow."

She opened her shticker book but L-500 closed it with his large metallic hands, causing her to frown.

"I took something from you." He said. "It's only courteous for me to give something back. You can use it to get home."

The Lawbot reached for the back of his neck, detached his Propeller, folded it and handed it to her. Duchess stared at it wide eyed as she realized what he was offering her.

"Oh no," She said. "I can't take your Propeller! This is too much! How are you going to get home?"

He gave her a look. "We are in Polar Place, Miss Tinkersprinkles. Lawbot HQ is a couple minutes away."

He pushed his propeller closer to her, insisting, and she shook her head.

"No!" She exclaimed. "This is yours, L-500. I can't possibly-"

"You mentioned earlier that friends give each other gifts in Toontown." He interrupted. "Consider this as one as as proof of how genuine I want this partnership to be."

Blade had a twisted smirk inside. This should do it. There was no way she could refuse.

Meanwhile, Duchess stared at the propeller in his hand. It was an unbelievable situation to be in, an amazing opportunity too. That propeller was part of his suit. Perhaps by studying it, she could find out its weaknesses.

Then, her eyes met his. They were a little cold, as expected, but also, extremely intense. Duchess could tell that he wasn't going to give up. That he was focused on what he wanted. She did not expect to see so much in a cog's eyes. They seemed so empty before, though she figured it was because she never bothered to look.

It was almost…Alluring. And it made her wonder if there were other small things like that, that she could discover.

She took the propeller from his hands and buckled in on her waist. After a quick examination, she figured out how it worked, relieved that it was fairly easy to use.

"Thank you." She said.

He gave her a nod. "Don't mention it, Miss Tinkersprinkles."

She giggled at him and started the propeller, ready to fly to her estate.

"You can call me Duchess."

And then she took off, leaving Blade with a satisfied, twisted and mean smirk on his face.


End file.
